First Mining Gold Corp. (TSX: FF) (OTCQX: FFMGF) (FRANKFURT: FMG) is pleased to announce that it has entered into a definitive amalgamation agreement to sell its wholly-owned subsidiary, Cameron Gold Operations Ltd., which owns the Cameron Gold Project  to Oronova Energy Inc. (TSX-V: ONV.H) for total consideration C$27,000,000 comprised of C$5,000,000 in cash, 80,000,000 common shares of Oronova, and a future cash payment of at least C$2,000,000.

Following the closing of the Transaction, Oronova will be renamed to Seva Mining Corp., with First Mining to be its largest shareholder and will be supported by the Fiore Group.  First Mining will have the right to nominate two directors to the Seva Board of Directors pursuant to an investor rights agreement to be executed at closing.

“We are very excited to enter into this partnership with the Fiore Group to advance the Cameron Gold Project,” stated Dan Wilton, CEO of First Mining. “The Fiore Group has a strong track record of creating shareholder value, with a focus and demonstrated success in building meaningful relationships and partnerships with Indigenous communities in Canada. This transaction will put in place a dedicated team which will be well funded to advance the project, benefitting the local and Indigenous communities around the Cameron Project.  We look forward to working with the Fiore Group and the Seva management team as its largest shareholder.”

Transaction Details

The Transaction will be structured as a three-cornered amalgamation under the statutory provisions of the Business Corporations Act (Ontario) whereby Oronova will incorporate a subsidiary which will then amalgamate with Cameron Gold under the terms of the Agreement.

As consideration for the Transaction, First Mining will receive $5,000,000 in cash and 80,000,000 million common shares of Oronova at a deemed value of $0.25 per share. Additionally, a future payment of no less than $2,000,000 cash will be made upon the processing of a mineralized stockpile at Cameron pursuant to a stockpile agreement to be entered into at closing.

The securities issued in the Transaction will be subject to any applicable escrow restrictions pursuant to the policies of the TSX Venture Exchange and certain transfer restrictions pursuant to the IRA.

Non-Brokered Private Placement

Prior to the completion of the Transaction, and subject to TSXV approval, Oronova intends for NewCo to complete a non-brokered private placement of up to 60,000,000 shares at a price of $0.25 per NewCo Share for total gross proceeds of up to $15,000,000.  Upon completion of the Offering and Transaction, First Mining is expected to own approximately 48% of Seva.

The proceeds of the Offering will be used to fund the exploration and advancement of the Cameron Project, to pay transaction costs and expenses, and to provide general working capital.

Closing of the Transaction is subject to customary conditions for a transaction of this nature, including the approval of the TSXV and completion of the Offering, and is expected to close in Q1 2026.

About Fiore Group

The Fiore Group of Companies is a team of mine explorers, developers and operators led by mining entrepreneurs Frank Giustra and Gordon Keep.  They have three decades of value creation by way of starting mining companies around the world, including Aris Gold, Goldcorp, Endeavour Mining, Leagold, UrAsia Energy and recently, West Red Lake Gold Mines, Argenta Silver, Selkirk Copper Mines.

About First Mining Gold Corp. 

First Mining is a gold developer advancing two of the largest gold projects in Canada, the Springpole Gold Project in northwestern Ontario, where we have commenced a Feasibility Study and permitting activities are on-going with a final Environmental Impact Statement / Environmental Assessment for the project submitted in November 2024, and the Duparquet Gold Project in Quebec, a PEA-stage development project located on the Destor-Porcupine Fault Zone in the prolific Abitibi region. First Mining also owns the Cameron Gold Project in Ontario and a 30% project interest in the Pickle Crow Gold Project.

First Mining was established in 2015 by Mr. Keith Neumeyer, founding President and CEO of First Majestic Silver Corp.

ON BEHALF OF FIRST MINING GOLD CORP.

Daniel W. Wilton
Chief Executive Officer and Director